U.S. Securities and Exchange Commission
Washington, D. C.  20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934
       For the quarterly period ended   June 30, 2004

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
       EXCHANGE ACT
       For the transition period from             to

Commission file number  0-2054

 TSI, Inc.
 (Exact name of small business issuer as specified in its charter)

            Montana                           81-0267738
(State or other jurisdiction of     (IRS Employer Identification No.)
 incorporation or organization)

128 Second Street South, Great Falls, Montana   59405
(Address of principal executive offices)

(406) 727-2600
(Issuer's telephone number)

 Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)

Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes   X     No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes  No

APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
        Class                         Outstanding at June 30, 2004
$.05 Par Value Common Stock                 10,381,639 Shares

Transitional Small Business Disclosure Format (Check One): Yes ; No X
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TSI, INC.

INDEX


JUNE 30, 2004






Page Number
PART I

  Condensed Financial Statements:

Balance Sheet -
  June 30, 2004	                          	              2

Statements of Income and Comprehensive Income -
  Three Months and Six Months Ended
  June 30, 2004 and 2003	                              3

Statements of Cash Flows -
  Three Months and Six Months  Ended
  June 30, 2004 and 2003	                              4

Notes to Financial Statements                               5-6

Management's Discussion and Analysis of the
      Statements of Income	                              7

Controls and Procedures                                       8

PART II

  Other Information	                                   9-10

  Signatures	                                             11

  Certifications					  14-18








1
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TSI, INC.
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2004

           (Unaudited)
ASSETS

Current Assets
   Cash						$	19,441,514
   Marketable Securities, at Fair Value	                 5,064,989
   Receivables, Net		                            67,683
   Prepaid Expenses		                            60,503

      Total Current Assets		                24,634,689

Other Assets

   Noncurrent Investments, at Fair Value                   659,609

Property, Plant and Equipment, Net                         748,932

Total Assets	                                $	26,043,230


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts Payable and Accrued Liabilities	$	   205,928
   Income Taxes Payable		                            37,941
   Current Deferred Income Taxes	 	           120,493
   Due to Parent Company		                    99,394

   Related Party Payable		                    75,000

       Total Current Liabilities		           538,756

Provision for Estimated Title and Escrow Losses		   772,141

Minority Interests 		                           369,667

Long Term Deferred Income Taxes		                   104,441

Stockholders' Equity
   Common Stock, $.05 Par Value,
     30,000,000 shares authorized,
     10,381,639 shares issued & outstanding		   519,082
   Additional Paid-In Capital		                18,974,066
   Retained Earnings		                         4,329,092
   Accumulated Other Comprehensive Income		   435,985
               Total Stockholders' Equity		24,258,225

Total Liabilities and Stockholders' Equity	$	26,043,230


See Notes to Consolidated Financial Statements.

2
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         			TSI, Inc.
          CONSOLIDATED STATEMENTS OF INCOME and COMPREHENSIVE  INCOME

					(Unaudited)

			For The Three Months	For The Six Months
			Ended			Ended
			June 30,		June 30,
			2004	   2003	      2004	   2003

Operating
Revenues	$ 517,092    $ 792,726    $1,081,498 $1,449,752

Operating
Expenses

  Salaries
   and Payroll
   Costs  	  296,242      392,086       577,253    623,092

  Depreciation	   20,665       19,024        41,330     36,813

  Other Expenses  244,627	201,711      420,826	489,078



  Total
   Expenses      561,534 	612,821    1,039,409   1,148,983

Operating
  Income (Loss)	(44,442)	179,905       42,089     300,769

Minority Portion
   Of Income	1,797 		(298)	     (2,363)	 (2,138)

		(42,645)	179,607       39,726 	 298,631

Income Tax
 (Expense)
   Benefit       32,627		(33,925)      14,088 	(47,055)

Net
  Income (Loss)	(10,018)	145,682       53,814     251,576

Other Comprehensive
  Income
     Increase (Decrease) in
     Unrealized Holding Gains,
     Net of Income
     Taxes	(20,107)	143,226      (6,633)	 160,556

Comprehensive
Income (Loss) $ (30,125)     $	288,908    $ 47,181 	$412,132

Basic
Earnings (Loss)
Per Share     $	 (0.001)     $	   0.01	   $	0.005	$   0.02

Weighted
Average
Shares	      10,406,448       12,773,426   10,430,153 	11,627,724




             See Notes to Consolidated Financial Statements.

3
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TSI, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


						For The Six Months
						Ended
						June 30,
						2004         2003
CASH FLOWS FROM OPERATING ACTIVITIES

Net Cash Provided By
   Operating Activities			$   180,314 	$    142,445


CASH FLOWS FROM INVESTING ACTIVITIES

  Cash Purchases of Furniture and
   Equipment				   (137,488)         (18,403)
  Cash Used For Purchases of Marketable
    Securities Available For Sale	 (5,953,050)	  (1,040,528)

  Cash Received on Dispositions of
   Marketable Securities Available
    For Sale		                   1,977,572          177,701

Net Cash Provided (Used) By
   Investing Activities		         (4,112,966)	    (881,230)

CASH FLOWS FROM FINANCING ACTIVITIES

  Cash Purchases of Common Stock	   (196,966)           (8,642)
  Cash Provided (To) From Parent Company    (60,000)	       268,093

Net Cash Provided By
   Financing Activities			(256,966)	       259,451

NET DECREASE IN CASH			(4,189,618)	     (479,334)

CASH - BEGINNING OF PERIOD		23,631,132 	    23,337,149

CASH - END OF PERIOD		$	19,441,514 	$   22,857,815








See Notes to Consolidated Financial Statements.

4
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TSI, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2004

Note. 1  Basis of Presentation
In the opinion of management, all adjustments necessary (consisting of
only normal recurring accruals) have been made to the unaudited financial
statements to present fairly the Company's financial position as of
June 30, 2004 and the results of the Company's operations and cash flows
for the six months ended June 30, 2004 and 2003.  The results of operations
for the six months ended June 30, 2004 and 2003 are not indicative of the
results to be expected for the full year.

The consolidated financial statements include the accounts of the company,
its wholly owned subsidiaries and its majority owned subsidiaries. All
significant intercompany transactions and balances have been eliminated in
consolidation.

M Corp, Great Falls, Montana, owns approximately 93% of the Company's
issued and outstanding common stock.

Note 2.  Significant Accounting Policies
For purposes of the statements of cash flows, cash equivalents include time
deposits, certificates of deposit and money market accounts, all with
original maturities of three months or less.

The Company's investment security portfolios, current and noncurrent, are
carried at fair value in the Company's balance sheet at June 30, 2004. The
unrealized holding gain at June 30, 2004, net of the estimated income tax
effects and minority interests in the unrealized holding gains, is included
in Accumulated Other Comprehensive Income at June 30, 2004.

Basic earnings per share (EPS) is calculated by dividing net income by the
weighted number of common shares outstanding for the period.

Note 3.  Contingencies
The Board of Directors has approved the Company's participation in an
attempt to purchase a savings and loan institution.  The Company will
participate in the purchase with its parent, M Corp.  Should the .
purchase take place, the liquidity of the Company will be significantly
affected.











5
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TSI, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2004

Note 4.  Segment Information

Sales to outside concerns, interest revenues and segment operating profit
for the Company's reportable segments were as follows for the quarter
ended June 30, 2004:




			Sales To			Segment
			Outside		Interest	Operating
			Concerns        Revenues	Profit (Loss)







Financial Holding
Company			$(91,844)	$15,779		$(98,946)

Title Insurance
Operations		  446,975	 11,642		   61,988

Rental Properties         132,551	  1,989           (7,934)


Consolidated		$ 487,682	$29,410		$(44,442)


A loss on the sale of securities is shown as a reduction in revenue
in order to remain consistent with comparisons in previous financial
statements.


Note 5.  Subsequent Event

An agreement was drafted for the sale of two apartment complexes owned
by Merritt Properties, Inc., a subsidiary of TSI, Inc, in the amount of
$528,900.  On July 30, 2004 the Company sold  this property.  As of
June 30, 2004, the property including furniture and fixtures is carried
on the financial statements at a cost of $334,397 with $84,078 in
accumulated depreciation, and the land is carried at $18,000.  The net
proceeds of the sale are expected to be approximately $491,771, and will
be held by Montana Exchange, Inc. pending a like-kind exchange expected
to occur in the third or fourth quarter of 2004.  The Company has not
yet identified the new property in connection with the exchange.











6
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TSI, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS
       OF THE STATEMENTS OF INCOME

JUNE 30, 2004


A summary of the period to period changes in items included in the
statements of income is shown below.



      					COMPARISON OF
				Three Months           Six Months
      				Ended                     Ended
     				June 30,                 June 30,
 	                    2004  and   2003           2004 and 2003



                           		   Increases
					  (Decreases)

         Revenues           $  (275,634)   ( 34.8%)   $ (368,254) (25.4%)

         Operating Expenses $  (51,287)      ( 8.4%)  $ (109,574)  (9.5%)

         Net Income         $ (155,700)      (107%)   $ (197,761) (78.6%)

	Revenues decreased $368,254 in the first six months of 2004
($275,634 for the second quarter of 2004) as compared to this time frame in
2003.  This decrease is due primarily to a decrease in title revenue of
$403,657 ($207,566 during the second quarter of 2004).  Other factors include
an increase in rental income of $12,277 (6.1%), and increase in interest and
dividend revenues of $6,767, an increase in other revenue of $31,128, and an
increased loss on sale of securities of $14,770 (40.2%) during the first six
months of 2004.

Operating expenses decreased $109,574 (9.5%) in the first six months of 2004
($51,287 during the second quarter of 2004) as compared with the same period
of 2003 due primarily to a decrease of $57,252 (13.5%) in other expenses and
a decrease in salaries and payroll costs of $45,839 (7.4%).  Intercompany
charges decreased by $11,000 (16.7%) ,and depreciation increased by $4,517
(12.3%) in the first six months of 2004 compared with the first six months of
2003.  The provision for income taxes decreased by $61,143 (130%) for the
first six months of 2004, due mainly to an increase in non-taxable income.







7
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TSI, INC.

CONTROLS AND PROCEDURES

JUNE 30, 2004

Evaluation of disclosure controls and procedures.  Based on an evaluation
carried out under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer during the
90-day period prior to the filing of this report, our Chief Executive Officer
and Chief Financial Officer believe that our disclosure controls and
procedures, as defined in Securities Exchange Act Rules 13a-14 and 15d-14,
are, to the best of their knowledge, effective.

Changes in internal controls, subsequent to the date of this evaluation.  Our
Chief Executive Officer and Chief Financial Officer are not aware of any
significant changes in our internal controls over financial reporting,
including any corrective actions with regard to significant deficiencies and
material weakness, or in other factors that could significantly affect these
controls to ensure that information required to be disclosed by us, in
reports that we file or submit under the Securities Act, is recorded,
processed, summarized, and reported within the time period specified in
Securities and Exchange Commission rules or regulations.





























8
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TSI, INC.

PART II

OTHER INFORMATION

JUNE 30, 2004




ITEM 1	LEGAL PROCEEDINGS

None

ITEM 2	CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3	DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5	OTHER INFORMATION

None


















9
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TSI, INC.

PART II

OTHER INFORMATION - CONTINUED

JUNE 30, 2004


ITEM 6	EXHIBITS AND REPORTS ON FORM 8-K


   (a)  Exhibits:

    Exhibit
    Number 	Description                                  Page #

      3.1	Articles of Incorporation                      12
      3.2	By-Laws                                        12
      10	Material Contracts                             12
      16	Letter on change in certifying accountant      13
      31.1	Certification required under Section 302    14-15
      31.2	Certification required under Section 302    16-17
      32.1    Certification required under Section 906         18
      32.2    Certification required under Section 906         18


   (b)  Reports on Form 8-K

On October 20, 2003, Dwyer & Company, CPA, PC, our independent
accountant, resigned, when the review for the period ending September
30, 2003 was completed.  February 23, 2004, we engaged Anderson
ZurMuehlen & Co., P.C. as our principal accountant to audit our
financial statements.  The decision to change was approved by the
Board of Directors.  Dwyer & Company, CPA, PC's  report on the
financial statements for either of the past two years did not contain
an adverse opinion and was not modified as to uncertainty, audit scope
or accounting principles.  A current report on Form 8-K was filed with
the SEC on February 24, 2004 regarding the change in auditors.  On April
30, 2004, Form 8-K/A was filed including additional disclosures required
by the Securities Exchange Commission.









10
<page>
SIGNATURES





In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



TSI, INC.
Registrant




Date: July 27, 2004                            By:  s/John Ross
						John Ross,
						President

	In accordance with the Exchange Act, this report has been
	signed below by the following persons on behalf of the
	Registrant and in the capacities indicated on July 27, 2004.


Director				s/Tyler Arneson
					  Tyler Arneson

Director				s/A.M. McCann
					  A. M. McCann

Chief Executive Officer		        s/Paul J. McCann.
					  Paul J. McCann

Chief Financial Officer		        s/D. Mellinger
					  D. Mellinger









11
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TSI, INC.

EXHIBIT 3.1

ARTICLES OF INCORPORATION

There have been no amendments to the Articles of Incorporation for
TSI, Inc. during the first or second fiscal quarters of 2004.





EXHIBIT 3.2

BY-LAWS

During the first or second quarters ending June 30, 2004, there were
no changes to TSI, Inc.'s By-laws.






EXHIBIT 10

MATERIAL CONTRACTS

No material contracts were executed or became effective during the
first or second quarter of 2004.


















12
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TSI, INC.

EXHIBIT 16

LETTER ON CHANGE IN CERTIFYING ACCOUNTANT


[DWYER & COMPANY, CPA, PC LETTERHEAD]

DWYER & COMPANY, CPA, PC [LOGO]

18 6th Street North, Suite 200, Great Falls, MT   59401
Phone (406) 453-2463  Fax (406) 727-3225





We have read the Form 8-K, item 4, for TSI, Inc.,
(SEC File No. 0-2054) dated February 23, 2004, and Form 8-K/A
dated April 27, 2004, and we agree with the statements made
therein concerning our resignation.


Sincerely,



/s/Dwyer & Company, CPA, PC
    Dwyer & Company, CPA, PC




















13
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TSI, INC.

EXHIBIT 31.1

CERTIFICATION


I, Paul J. McCann, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of
    TSI, Inc.

2.  Based on my knowledge, this report does not contain any
    untrue statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the circumstances
    under which such statements were made, not misleading with respect to
    the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in the quarterly report, fairly present in
    all material respects the financial condition, results of operations
    and cash flows of TSI, Inc., as of, and for, the
    periods presented in this report.

4.  TSI, Inc.'s other certifying officers and I are responsible
    for establishing and maintaining disclosure controls and procedures (as
    defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal
    control over financial reporting (as defined in Exchange Act Rules 13a-
    15(f) and 15d-15(f) for TSI, Inc. and have:

	a. Designed such disclosure controls and procedures, or caused such
	disclosure controls and procedures to be designed under our
	supervision, to ensure that material information relating to TSI,
        Inc., including its consolidated subsidiaries, is made known to us
        by others within those entities, particularly during the period in
        which this report is being prepared;

	b.  Evaluated the effectiveness of TSI, Inc.'s disclosure controls
        and procedures and presented in this report our conclusions about
	the
        effectiveness of the disclosure controls and procedures, as of the
  	end of the period covered by this report based on such evaluation;
        and:

	c. Disclosed in this report any change in TSI, Inc.'s internal
	control over financial reporting that occurred during TSI, Inc.'s
        second fiscal quarter that has materially affected, or is
	reasonably likely to materially affect TSI, Inc.'s internal control
	over financial reporting;


14
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TSI, INC.

EXHIBIT 31.1 - CONTINUED

CERTIFICATION

 5.  TSI Inc.'s other certifying officers and I have disclosed,
    based on our most recent evaluation of internal control over
    financial reporting, to TSI, Inc.'s auditors and the audit committee
    of TSI, Inc.'s Board of Directors (or persons performing the
    equivalent functions):

	a.  All significant deficiencies and material weaknesses in the
	design or operation of internal controls over financial reporting
	which are reasonably likely to adversely affect TSI,  Inc.'s ability
	to record, process, summarize and report financial information; and

	b. any fraud, whether or not material, that involves management or
        other employees who have a significant role in TSI, Inc.'s
        internal control over financial reporting.



    Date: July 27, 2004             s/Paul J. McCann
                                      Paul J. McCann,
				Chief Executive Officer


15
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TSI, INC.

EXHIBIT 31.2

CERTIFICATION

I, D. Mellinger, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of
     TSI, Inc.

2. Based on my knowledge, this report does not contain any
   untrue statement of a material fact or omit to state a material
   fact necessary to make the statements made, in light of the
   circumstances under which such statements were made, not
   misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other
   financial information included in the quarterly report, fairly
   present in all material respects the financial condition, results
   of operations and cash flows of TSI, Inc., as of, and for, the
    periods presented in this report.

4. TSI, Inc.'s other certifying officers and I are responsible
   for establishing and maintaining disclosure controls and
   procedures (as defined in Exchange Act Rules 13a-15(e) and
   15d-15(e) and internal control over financial reporting (as
   defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for TSI,
   Inc. and have:

	a.  Designed such disclosure controls and procedures, or
	caused such disclosure controls and procedures to be designed
	under our supervision, to ensure that material information
	relating to TSI, Inc., including its consolidated subsidiaries,
	is made known to us by others within those entities,
	particularly during the period in which this report is being
	prepared;

	b.  Evaluated the effectiveness of TSI, Inc.'s disclosure controls
        and procedures and presented in this report our conclusions about
	the effectiveness of the disclosure controls and procedures, as of
	the end of the period covered by this report based on such
	evaluation; and:

	c. Disclosed in this report any change in TSI, Inc.'s internal
	control over financial reporting that occurred during TSI, Inc.'s
        second fiscal quarter that has materially affected, or is
	reasonably likely to materially affect TSI, Inc.'s internal control
	over financial reporting;



16
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TSI, INC.

EXHIBIT 31.2 - CONTINUED

CERTIFICATION

5.  TSI Inc.'s other certifying officers and I have disclosed,
    based on our most recent evaluation of internal control over
    financial reporting, to TSI, Inc.'s auditors and the audit committee
    of TSI, Inc.'s Board of Directors (or persons performing
    the equivalent functions):

	a.  All significant deficiencies and material weaknesses in the
	design or operation of internal controls over financial reporting
	which are reasonably likely to adversely affect TSI,  Inc.'s ability
	to record, process, summarize and report financial information; and

  	 b.  any fraud, whether or not material, that involves management or
        other employees who have a significant role in TSI, Inc.'s
        internal control over financial reporting.



    Date: July 27, 2004             s/D. Mellinger
                            D. Mellinger, Chief Financial Officer























17
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TSI, INC.

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED UPRSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of  TSI, Inc. on Form 10-QSB
for the period ending June 30, 2004 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"),  I,
Paul J. McCann, Chief Executive Officer of TSI, Inc., certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that;

The report fully compiles with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of TSI, Inc.

Date:  July 27, 2004              	 s/Paul J. McCann
                                           Paul J. McCann,
					Chief Executive Officer



EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED UPRSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of  TSI, Inc. on Form 10-QSB
for the period ending June 30, 2004 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"),  I,
D. Mellinger, Chief Financial Officer of TSI, Inc., certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that;

The report fully compiles with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of TSI, Inc.

Date:  July 27, 2004              	 s/D. Mellinger
   					    D. Mellinger,
                                      Chief Financial Officer


18
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